Common use of Special Committee Clause in Contracts

Special Committee. Notwithstanding the provisions of this Section 1 to the contrary, if prior to Stockholder casting its vote at a meeting of the stockholders as described in Section 1(a), (i) Stockholder shall be advised in writing by the Special Committee of the Board of Directors of Metropolis (the "Special Committee") that the Purchase Agreement has been terminated in accordance with its terms, or (ii) changes or modifications have been made to the Purchase Agreement or the transactions contemplated thereby or any waiver has been granted under the Purchase Agreement, in each case which would have a material adverse effect on the economic benefits to be realized by Stockholder pursuant to the Purchase Agreement as in effect on the date hereof, then Stockholder shall have the right, but not the obligation, by giving written notice to Jamestown at any time on or prior to the scheduled date of the Metropolis's meeting of its stockholders (as provided in the notice of such meeting in the SEC Disclosure Documents (as defined in the Purchase Agreement)), to terminate this Voting Agreement, and revoke its Proxy, without voting the Shares and the New Shares as contemplated by this Voting Agreement.